1999 028 Ordinance - Laserfiche WebLink

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C. .District Approval. Seller shall have obtainpcJ ?!! necessary apYrovals from the District Superintendent of the Painesville District of the ~J.^.ited ^Aethodist Church and the Painesville District Committee on Church Building and Loc.'ticn fcr Seller's execution, delivery and performance of this AgrePmer?t; D. [3uver's Representations Accurate, Bach and eVPN .r..,p of +tio v. ~~ w representations and warranties of Buyer set forth in this Agreement shall be true i^ all material respects both as of the date of execution of this Agree!r!Pnt by Buyer and as of the Closing Date; E. Buvers Performance. Buyer shall have duly oerformPd each and every ob##gation, covenant and agreement hereunder to be performed by Buyer, inciud#ng delivery of the items described in Section 5.B above. 1 ~. Condit#ons Precedent to t3uyer's Ob!iyafions. Buyer's obligations under this Agreement are subject to the satlsfaCtion and fulfillment, or waiver by Buyer, in Buyer's soil discret#rn~, of each and every one of the .following conditions on or before the Clncin`; Dafe: A. ins~ectioris. During the forty-five jdb) da_y period following Sellers' full and complete execution of this Agreement (the "Due Diligence Period"), Seller shelf provide Buyer and Buyer's representatives with reasonable access to the >~roperty for the purpose of conducting such inspections, engineering studies; appraisals,. test borings or any other activities reasonably required 'by Buyer , (collectively, the "tnspeet!ons") !n order to determine the suitability of the Property for Buyer's purposes. to the event the inspections reveal a material defect in the Property, Buyer shall so notify Seller #n writing on ar before expirat#on of the Due tiligence Period. thereupon, Se#Isr shati have thirty (30) days to advise Buyer . whether it elects to cure Buyer's otrjecttons. If Seller elects to Dore, then the same shah be completed by "Seller to the reasonable sat#sfactlon of Buyer prior to the Closing gate. ]f Seller elects not to cure, Buyer may elect to {a) terminate this Agreement, in which event all funds paid and documents deposited with each oilier or thE escrow Agent shall be returned to the party depositing the . . Same and neither party shall have arty further rights or obligations to the other hereunder, except mat the parties shall share equally in the payment of all accrued iiiie and related escrow charges, or (b) waive such objections, in which event this transaction shall proceed tv clos#rtg _in accordance with the terms of this Agreement. Buyer agrees to provide Seiler reasonable advance written not#ce of any inspection arld to condut~t same in a manner So as not to interfere wi#h ilia cvndud of Sailers affairs. the inspections shall be performed at Buyeris sole cost ono expense by certi«ed professionals, individuals or companies approved by esuyer. i3uyer agrees to indemnify and hold Seller ~'~arnt!ess from 2nd against any and ail {vss,. claim, damage, iiabifity of expense arising item or related io performance of the Inspections by Buyer, its agents, employees, invitees ar independent contractors. 8. Seller's Rer~resentations Accurate. each and every one of the epreSenta'tio~ns aiad warranties of Seiler set forth in this Agreement shat! be true in . all ~materiai r25pects i;soth as of the date of execution of this Agreement by Seller and as of ~~+r ^.Ivslrg Date; t0